Welcome to the first 2018 edition of Dentons' UK Corporate Briefing, a quarterly summary of the most significant recent and forthcoming developments in company law and corporate finance regulation in the UK.

In this edition, our lawyers examine:

Legislation update

Brexit and EU rules on company law

Case law update

Information after completion: buyer reliance on a further assurance clause and implied terms

Warranty claims: satisfying the contractual notice clause and interpreting a seller exclusion of liability

Regulatory update

Takeover Code: changes to rules on statements of intention and asset sales in competition with an offer

Reforming the UK Corporate Governance Code: proposals for a shorter and sharper Code

 

Brexit and EU rules on company law

January 25, 2018

The European Commission has recently published a notice to stakeholders on the UK's withdrawal from the EU and EU rules on company law.  The purpose of this is to remind private parties of the company law implications of the UK leaving the single market.

Information after completion: buyer reliance on a further assurance clause and implied terms

January 25, 2018

The High Court has recently had to consider whether a further assurance clause in a share purchase agreement required the seller to provide the buyer with information after completion and whether, alternatively, there was an implied term in the agreement that it would do so.

Warranty claims: satisfying the contractual notice clause and interpreting a seller exclusion of liability

January 25, 2018

Zayo Group International Ltd v. Ainger is the latest in a line of cases showing the need to comply strictly with the contractual requirements for notifying a warranty claim. The court also commented on the meaning of "to the extent that" in the sellers' exclusion of liability under an accounts warranty.

Takeover Code: changes to rules on statements of intention and asset sales in competition with an offer

January 25, 2018

Changes to the Takeover Code took effect on 8 January 2018 following public consultations by the Takeover Panel in the second half of 2017. The first of these related to asset sales and other matters, and the second to statements of intention and related matters.

Reforming the UK Corporate Governance Code: proposals for a shorter and sharper Code

January 25, 2018

The Financial Reporting Council (FRC) is consulting on proposals for a comprehensive revision of the UK Corporate Governance Code. The changes will affect all companies on the premium segment of the Official List and other companies that voluntarily agree to comply with the Code.